[Europe] OSGeo Europe - General assemblee - tomorrow 27 JAN 2022 17:00 CET

Dirk Frigne dirk at osgeo.org
Wed Jan 26 09:01:31 PST 2022 

Dear all,

As indicated two weeks ago, you are invited on the online general 
assemblee of OSGeo Europe.

place: online (https://meet.jit.si/Osgeo_Europe_GA_2022)

There is only Two points on the agenda:

1. balance sheet dd 31/12/2020
2. continuation of the organisation

Since it is a legal entity, we must comply with applicable law.

There are 3 options:

1. We have the volunteers and a mission to continue the organisation
2. We execute a liquidation of the organisation
3. call the bankruptcy (if we don't find the money to pay the bills)

If we go for continuation, we should think about income (to pay our debts).

If we go for a liquidation, we need a new balance sheet.

The liquidation must be made on a balance sheet that is not more than 6 
months old.

The last balance is from 30/06/2021, so we can no longer use it.

Which means we have to draw up a new balance sheet from 01/07/2021 to, 
for example, 31/03/2022.

There must be no debts or receivables on the balance sheet for liquidation.

The accountant will also prepare the necessary reports and deposit them.


We also need the name of the non-profit association, the company number 
and their bank account into which the remaining balance should be 
deposited after settlement.

I will look up tomorow what the consequences are when we go for 
bankruptcy, but that doesn't seems a nice option :-)




Dirk


On 13/01/2022 17:46, Dirk Frigne wrote:
> Dear Till,
> Dear registered members of OSGeo Europe,
> 
> Save the date: Osgeo Europe - general assemblee - Thursday 2022 Jan 27, 
> 17:00
> 
> The meeting will be online at https://meet.jit.si/Osgeo_Europe_GA_2022
> 
> Main agenda point will be the liquidation of Osgeo Europe due to lack of 
> funding / interest.
> 
> Following up on the mails of SEP 21 to consider the liquidation of OSGeo 
> Europe Local Chapter, I did some research on what we need to do to from 
> an administrative perspective:
> 
> The general meeting must take the dissolution decision. The general 
> meeting can only validly deliberate and decide on a dissolution if this 
> is expressly stated in the convocation and if at least two thirds of the 
> members are present or represented at the meeting.
> 
> The resolution to dissolve can only be adopted by a majority of four 
> fifths of the votes of the members present or represented. Abstentions 
> and invalid votes are not counted in the assessment.
> 
> One or more liquidators are also appointed at the general meeting and 
> their mandate is determined together with any conditions. The 
> liquidators must represent the interests of the creditors as well as 
> those of the non-profit association.
> 
> The liquidator(s) must realize the asset and settle the liability. In 
> doing so, they must take into account both the interests of the 
> non-profit association and those of the creditors.
> 
> 
>   Als de vereffening kan worden afgesloten - na aanzuivering van de 
> passiva en beëindiging van alle lopende verplichtingen - roepen de 
> vereffenaars opnieuw een algemene vergadering bijeen waar de bestemming 
> van het netto-actief moet worden bepaald (tenzij dit al op de eerste 
> vergadering hierover werd beslist). De vereffenaar dient hierbij 
> minstens één maand voor de algemene vergadering een cijfermatig verslag 
> over de vereffening op de maatschappelijke zetel neer te leggen. Aan de 
> termijn van één maand kan slechts worden verzaakt met instemming van 
> alle leden, hetzij individueel voorafgaandelijk aan de vergadering 
> waarop tot sluiting zal worden beslist, hetzij gezamenlijk ter 
> gelegenheid van deze vergadering voorafgaandelijk aan de behandeling van 
> enig ander agendapunt.
> 
> If the liquidation can be concluded - after settlement of the 
> liabilities and termination of all current obligations - the liquidators 
> will again convene a general meeting to determine the destination of the 
> net assets (unless this has already been decided at the first meeting). 
> . The liquidator must submit a numerical report on the liquidation at 
> the registered office at least one month before the general meeting. The 
> period of one month can only be waived with the consent of all members, 
> either individually prior to the meeting at which a decision will be 
> taken to close, or jointly on the occasion of this meeting prior to any 
> other agenda item being discussed.
> 
> The liquidation can then be closed.
> 
> The aforementioned decisions must be published at the registry of the 
> company court until publication in the appendices of the Belgian 
> Official Gazette.
> 
> I already notified the accountancy office that OSGeo Europe is not able 
> to pay its depts for the services delivered during the period 2019 - 
> 2022 and that they should consult us how stop the recurrent expenses.
> 
> 
> I propose as a date for the general assemblee Thursday 2022 Jan 27, 17:00
> 
> The meeting will be online at https://meet.jit.si/Osgeo_Europe_GA_2022
> 
> I will ASAP send out an  an agenda with the points to discuss.
> 
> 
> Dirk
> 
> 
> 
> 
> On 9/09/2021 09:40, Till Adams wrote:
>> Dear Europe list and especially hello Dirk,
>>
>> I fear that the silence after my email (see below) is self-explaining. I
>> think we should execute the liquidation of OSgeo Europe (or transfer it
>> to another status, e.g. a loose group of willing people without any
>> organisational status).
>>
>> Regards, Till
>>
>>
>> Am 01.09.21 um 15:39 schrieb Till Adams:
>>> Dear Dirk and @OSGeo Europe again,
>>>
>>>
>>> I now had the time to look little deeper into what Dirk wrote. Sorry for
>>> bothering you again, but I think we are in a situation, where decisions
>>> need to be taken:
>>>
>>> First of all, regarding our presentation at OSGeo's AM: I would say,
>>> that we have nothing really interesting (and new) to present to the
>>> community, so I would propose to skip the part of OSgeo-Europe and
>>> instead of that, take a look on ourselves:
>>>
>>> If you browse to the end of Dirks email (see below), he claerly says,
>>> what needs to be decided:
>>>
>>> Option a: Restart of OSgeo Europe with "fresh" people, new ideas and new
>>> power
>>>
>>> Option b: give up and execute liquidation
>>>
>>> I totally agree with Dirk, that "Opition b" is the least option we all
>>> want. But - as you all should know - it is impossible to power a
>>> community without people. Don't understand me wrong: This is not
>>> fingerpointing to anybody !! -- I know that I did not give much input to
>>> OSGeo Europe in the past two years - to say it carefully ;-).
>>>
>>> The question is:
>>> Is there still a community around OSGeo Europe? Are there people, that
>>> have power, ideas and time for a re-start?
>>>
>>> What about you?
>>> Are you/we willing to dare a re-start of OSGeo-Europe?
>>> Where are the "fresh" people with new ideas and a lot of power??
>>>
>>> Maybe FOSS4G BA gives a good opportunity for a community meeting?
>>>
>>> Please comment.
>>>
>>> Till
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>> Am 31.08.21 um 16:46 schrieb Till Adams:
>>>> Dear Dirk,
>>>>
>>>> thanks for the input - but: No, no one is going physically to BA, me
>>>> neither. FOSS4G BA is an onlien conference ;-)
>>>>
>>>> All I could do is put your thoughtsi nto slides, record it and send it
>>>> to Vicky, so that she can add it to the AM video.
>>>>
>>>> I will ask her for some more time and will do.
>>>>
>>>> Till
>>>>
>>>>
>>>> Am 29.08.21 um 12:08 schrieb Dirk Frigne:
>>>>> Hi Till,
>>>>>
>>>>> It took me a bit longer that I wanted. I hope it was worth the 
>>>>> waiting...
>>>>>
>>>>>
>>>>> Dear list,
>>>>>
>>>>> As a preparation for the AGM of Friday 01 October 11:00 AM AST or
>>>>> 16:00 CET, I prepared some input.
>>>>> Till will go physically to  Buenos Aires. I will not make it but I'll
>>>>> try to connect online if possible.
>>>>>
>>>>> It would be good if Till could present the Local European Chapter on
>>>>> stage during the AGM.
>>>>>
>>>>> It would also be good if there is a specific meeting about the future
>>>>> of OSGeo Local Chapter, as we hit some damage during the last 2 years.
>>>>>
>>>>> For those new to the content, a short recap:
>>>>>
>>>>> *History* (See also:
>>>>> https://wiki.osgeo.org/wiki/Local_Chapter_EU_History + update)
>>>>> (please feel free to update where I missed some activities or actions)
>>>>>
>>>>> the first ideas for OSGeo Europe Chapter were launched in 2014.
>>>>> Actually the first idea’s started in 2013 on the FOSS4G CEE Conference
>>>>> in Bucharest.
>>>>>
>>>>> In 2015 there was some need to promote open standards for ICT
>>>>> procurement in Europe.
>>>>> Proposal to start an initiative on the Foss4G conference in Bonn 2016.
>>>>> Bylaws discussed and prepared during 2016 / 2017.
>>>>>
>>>>> *Birth of the organisation*
>>>>> Bylaws signed 20 July 2021 during the FOSS4G conference in Paris.
>>>>>
>>>>> OSGeo was founded with a legal status as a non-profit organisation
>>>>> based on Belgium law. We have 2 bankaccounts and a legal status with
>>>>> rights and obligations.
>>>>> One of the interesting rights is that we don’t have to pay value added
>>>>> tax (VAT) when buying goods, but when we sell services we need to
>>>>> apply for VAT.
>>>>>
>>>>> 2017 - 2018 was also the year I tried to find out how to behave as 
>>>>> a ngo.
>>>>>
>>>>> Some contacts where initiated with UN Committee, discussions amongst
>>>>> members how to work on a common tender, investigating what are the
>>>>> obligations to report for the Belgian authorities in a way we could
>>>>> recuperate the VAT.
>>>>>
>>>>> November 2017: preparation for first board meeting OSGeo Europe
>>>>>
>>>>> Board meeting 15 December 2017: no of the board members attended
>>>>>
>>>>> Jan- February 2018:
>>>>>
>>>>> Further administrative burden to check all the signatures and ID’s of
>>>>> the board members,
>>>>> the publication of bylaws of the organisation in the Belgian
>>>>> registers. Opening the bank accounts.
>>>>> (Since the terroristic attacks in Belgium, these procedures became
>>>>> more difficult than before).
>>>>> This took more time as expected.
>>>>>
>>>>> March 2018: Meeting in Brussels about the Copernicus program . Goal:
>>>>> promote OSGeo and promote Copernicus @OSGeo.
>>>>>
>>>>> Jul 2018: FOSS4G Conference Guimrães:
>>>>> Presentation of OSGeo EU initiative to promote OSGeo software and
>>>>> projects on non FOSS events.
>>>>>
>>>>> Aug 2018: organisation of first initiative in collaboration with 5
>>>>> OSGeo projects.
>>>>> OSGeo Europe did the coordination of the INSPIRE 2018 event in Antwerp
>>>>> and in return we could promote OSGeo on that event.
>>>>>
>>>>> 26 – 30 Aug: FOSS4G Bucharest: short status update by Joachim
>>>>>
>>>>> 19 September  2018  there was a first event with OSGeo on the INSPIRE
>>>>> conference in Antwerp with a presentation about the eco-system of
>>>>> OSGeo. OSGeo had one of the big boots during the conference.
>>>>>
>>>>> The goal was to promote OSGeo and the OSGeo projects, the companies
>>>>> behind them and to create a European contact point for information to
>>>>> the non FOSS world.
>>>>>
>>>>> With 5 paying contributors we had a budget of 10.000 EUR to organise
>>>>> the event and the boot. By using the scale advantage, it was of
>>>>> intrest to the participants, OSGeo Europe could present itself as host
>>>>> and we had a small benefit of approx 1000 Eur to pay for the
>>>>> administrative overhead (the accountant responsible for the official
>>>>> registrations and publications).
>>>>>
>>>>> Plans for organising more events in Germany, France and other
>>>>> countries did not materialize.
>>>>>
>>>>> But then all activities on my part were paused due to ...
>>>>>
>>>>> *(Some personal notes)*
>>>>>
>>>>> Nov 2018 - Nov  2019: black out for me (literally …)
>>>>>
>>>>> Dec 2019 – Feb 2020: personally: try to find the energy to reboot the
>>>>> Local Chapter but I still missed the energy to do so.
>>>>>
>>>>> And then there was Covid…
>>>>>
>>>>> Engagement in a community (like OSGeo) takes a lot of energy.
>>>>> Luckily this energy is fuelled by attending the activities,
>>>>> participating conferences, meeting other people and work together
>>>>> promoting FOSS and stimulating the FOSS industry.
>>>>> When this falls away, like it was in times of Covid this is even more
>>>>> challenging (see the presentation
>>>>> https://callforpapers.2021.foss4g.org/foss4g2021/talk/3MNBBB/).
>>>>> For me personally, it was very hard to find the energy back.
>>>>>
>>>>> Personally I need a mission I want to work on.
>>>>> The world is changing very fast, so the reasons I started engaging for
>>>>> FOSS now more than 15 years ago,  changed over time.
>>>>> One of the strengths of FOSS is that it starts from *‘givving’*. But
>>>>> to be able to *‘give’* you need others who receive and who are glad
>>>>> with the *‘gift’*. I need to find the right focus where my
>>>>> contribution helps our community forward, preferably with other 
>>>>> people.
>>>>>
>>>>> It is this exercise we should do again.
>>>>>
>>>>>
>>>>> *Status of the ngo OSGeo Europe vzw*
>>>>> To fulfil all the obligations the Belgian law describes, I asked a
>>>>> account to help me with the legal stuff.
>>>>> This costs some money.
>>>>> Almost every year,  laws change in Belgium (and I think also in
>>>>> Europe), this also has impact on  ngo’s.
>>>>> The reporting becomes more demanding. f.i. a UBO-register is a new
>>>>> obligation. (https://financien.belgium.be/nl/E-services/Ubo-register).
>>>>> As we have an international board, this is a bit more complex than
>>>>> with only Belgian id’s.
>>>>>
>>>>> Also, as intrest rates are below zero, banks that previously provided
>>>>> free services now also charge a monthly fee. This also takes money
>>>>> from our accounts.
>>>>>
>>>>> June 30, 2021 we closed our accounts with a claim on the VAT tax
>>>>> department of dept to the accountant of 314,30 EURO. This is the
>>>>> amount of money we get back from government because we aply to the VAT
>>>>> rules.
>>>>> But for the work done by the accountant the last 3 years, we have an
>>>>> unpaid dept of 693,55 EURO. Every quarter this grows a bit.
>>>>>
>>>>> The status on the accounts is (OSGeo EU : 38,43 EUR, GRASS: 1389,57
>>>>> EURO).
>>>>>
>>>>> The income of OSGeo Europe is zero.
>>>>>
>>>>> Without organising events that produce the necessary income and VAT
>>>>> taxes that we can recuperate, this has no sense.
>>>>>
>>>>> So it is no rocket science that we only have 2 options (imho):
>>>>>
>>>>> Option a:
>>>>> Find the money to pay for the current depts.
>>>>> Find a way to get the minimal income to pay for the necessary Yearly
>>>>> costs (+/- 1000 Euro / Year)
>>>>> Organise elections for a new board
>>>>> Define/update/reactivate the mission and activities OSGeo Europe wants
>>>>> to do
>>>>>
>>>>> Option b:
>>>>> Execute the liquidation of the ngo
>>>>>
>>>>> option b would be a real shame, since we've devoted a lot of energy
>>>>> and community discussions to building this organization.
>>>>> If there is no other option, then this is unfortunately the only way
>>>>> to go.
>>>>>
>>>>> If option a is chosen, I want to organize the elections and help find
>>>>> the new mission. I am also available to engage myself if I can
>>>>> contribute to the mission and get the necessary energy from it.
>>>>>
>>>>> In case it becomes option b, I will take steps in October to organize
>>>>> the liquidation.
>>>>>
>>>>> Any comments are welcome,
>>>>> Thanks in advance for your contribution.
>>>>>
>>>>> Dirk
>>>>>
>>>>>
>>>>> On 24/08/2021 09:07, Till Adams wrote:
>>>>>> Hi Dirk,
>>>>>>
>>>>>> thanks for the "food" - that's a good idea. No, I am not going to
>>>>>> Finland, it's tha AM on FOSS4G Buenos Aires ;-)
>>>>>>
>>>>>> Till
>>>>>>
>>>>>>
>>>>>> Am 19.08.21 um 14:40 schrieb Dirk Frigne:
>>>>>>> Hi Till,
>>>>>>>
>>>>>>> I will give you some food for tought, later today.
>>>>>>> Good to hear you go to Finland!
>>>>>>> I've not yet decided.
>>>>>>>
>>>>>>> Dirk
>>>>>>>
>>>>>>> On 19/08/2021 08:10, adams at osgeo.org wrote:
>>>>>>>> Dear European chapter!
>>>>>>>>
>>>>>>>> I know there was not much activity, but at least we planned (and
>>>>>>>> postproned) a FOSS4G Europe! Did any further activities under the
>>>>>>>> European chapter umbrella take place and is someone willing to
>>>>>>>> present them.
>>>>>>>>
>>>>>>>> In case no one wants to, I can also present them, as I will join
>>>>>>>> the AM
>>>>>>>> anyway - but I need some "food" for this ;-9
>>>>>>>>
>>>>>>>> Regards, Till
>>>>>>>>
>>>>>>>> Am 18.08.21 um 18:13 schrieb Astrid Emde (OSGeo Secretary):
>>>>>>>>> Hello Europe Local Chapter,
>>>>>>>>>
>>>>>>>>> we invite you and your team to present the local chapter at the 
>>>>>>>>> OSGeo
>>>>>>>>> AGM 2021.
>>>>>>>>>
>>>>>>>>> This year we will publish the OSGeo AGM video in advance of FOSS4G
>>>>>>>>> [1].
>>>>>>>>>
>>>>>>>>> You find all important information about the AGM at [5].
>>>>>>>>>
>>>>>>>>> It would be great if someone could volunteer to present the 
>>>>>>>>> status at
>>>>>>>>> the AGM. Please send me an email and I will provide an upload link
>>>>>>>>> for
>>>>>>>>> the video.
>>>>>>>>>
>>>>>>>>>
>>>>>>>>> Timeline
>>>>>>>>> -----------------------
>>>>>>>>> - 2021-08-30: upload your video and update the AGM slides [2]
>>>>>>>>> - 2021-09-10: AGM 2021 complete video will be published
>>>>>>>>> - 2021-10-01: 11h Argentinian Time Zone (14:00 UTC) Join the OSGeo
>>>>>>>>> AGM
>>>>>>>>> 2021 meeting at FOSS4G [3] [4]
>>>>>>>>>
>>>>>>>>> If you have questions or problems with the upload of your video
>>>>>>>>> please
>>>>>>>>> let us know secretary (at) osgeo (dot) org.
>>>>>>>>>
>>>>>>>>> Stay safe,
>>>>>>>>>
>>>>>>>>> Astrid Emde
>>>>>>>>> OSGeo Secretary
>>>>>>>>>
>>>>>>>>> [1] https://www.youtube.com/channel/UCDvJEf8hXbyeVqaYaS8sLvw
>>>>>>>>> [2]
>>>>>>>>> https://docs.google.com/presentation/d/1brbBb7-sKRI6U4dZ7LKnBT_-NnWzyS2TaZqVXzy8RDo/edit#slide=id.p4 
>>>>>>>>>
>>>>>>>>>
>>>>>>>>>
>>>>>>>>>
>>>>>>>>> [3] https://callforpapers.2021.foss4g.org/foss4g2021/talk/WDEW3P/
>>>>>>>>> [4]
>>>>>>>>> https://www.timeanddate.com/worldclock/meetingdetails.html?year=2021&month=10&day=1&hour=14&min=0&sec=0&p1=51&p2=26&p3=49&p4=155&p5=217&p6=312&p7=250&p8=71&p9=248&p10=240 
>>>>>>>>>
>>>>>>>>>
>>>>>>>>>
>>>>>>>>>
>>>>>>>>> [5] https://wiki.osgeo.org/wiki/Annual_General_Meeting_2021
>>>>>>>>>
>>>>>>>> _______________________________________________
>>>>>>>> Europe mailing list
>>>>>>>> Europe at lists.osgeo.org
>>>>>>>> https://lists.osgeo.org/mailman/listinfo/europe
>>>>>>>>
>>>>>> _______________________________________________
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>>>>>> https://lists.osgeo.org/mailman/listinfo/europe
>>>>>>
>>>> _______________________________________________
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>>> _______________________________________________
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>> _______________________________________________
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>>
> 

-- 
Dirk Frigne
President OSGeo Europe

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